South River City Citizens
neighborhood association
Austin, Texas
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current SRCC revised SRCC bylaws in force (received and posted August 2003)
revised SRCC bylaws :(received and posted January 2002)
revised SRCC articles of incorporation and bylaws presented for vote November 4, 2002 ::::: for purposes of information and comparison, earlier versions of documents and prior notices follow (download free Adobe Acrobat Reader if you don't have it) .At the October 7 membership meeting, the SRCC membership reviewed proposed restated articles of incorporation and bylaws (versions as presented). At that meeting, some changes were proposed. Please review the latest version (particularly the bylaws), incorporating revisions
[SEPTEMBER 2002] NOTICE OF VOTE ON RESTATED ARTICLES OF INCORPORATION AND BYLAWS: the vote will take place at the October 7 SRCC meeting, at which meeting there will be a vote on: (1) ratification of June 2000 incorporation; (2) adoption of restated articles of incorporation; (3) adoption of bylaws; and (4) election of an executive committee under the restated articles. A quorum required in order for the vote to occur is 10% of dues-paid members. Only those who are dues-paid members may vote.

proposed SRCC bylaws as presented for vote at October 2002 SRCC meeting

proposed restated articles of incorporation as presented for vote at October 2002 SRCC meeting

(download free Adobe Acrobat Reader if you don't have it)


The Executive Committee presented proposed revisions to the structure of the organization to the membership at the September 9, 2002 meeting. Discussion and voting on the proposed bylaws and restated articles of incorporation will take place at the October 7, 2002 meeting. Should time constraints require, the meeting may be adjourned for voting on November 4, 2002. The revisions are intended to correct problems with a prior incorporation, to insure that the organization complies with federal tax laws and to preserve the organization's rights under a contract with Home Depot. One-tenth of the paid members must be present for the vote to occur.

From its inception South River City Citizens was a nonprofit unincorporated association governed by a Constitution. In 2000, however, the association came to a development agreement with Home Depot USA, Inc., which required the association to become a nonprofit corporation. The organization did so on June 6, 2000, by filing Articles of Incorporation with the Secretary of State of Texas.

A recent review of the Articles revealed at least three problems caused by the incorporation:

(1) The act of incorporation may not have been conducted in accord with the Constitution then in effect.

(2) The act of incorporation abolished the existing Constitution without saving significant parts, such as provisions for vesting authority in an executive committee or board of directors, which may not have been intended.

(3) The Articles require the corporation to maintain the status of a 501(c)(3) organization under the Internal Revenue Code. That section of the tax code would curtail lobbying activities that SRCC has traditionally pursued, such as efforts to persuade the Austin City Council to adopt or reject zoning changes.

To correct these problems, the Executive Committee will request the membership to ratify the June 2000 incorporation, then adopt Restated Articles of Incorporation, then adopt Bylaws, and finally elect an Executive Committee under the Restated Articles.

Drafts of the proposed Restated Articles of Incorporation and Bylaws are posted on the SRCC website at Questions concerning legal technicalities may be sent to Hugh Lowe at Questions concerning policy considerations may be sent to Clarke Hammond at

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